Telefonica S A 6-K, filed Feb 1, 2023
Telefonica S A (TEFOF)
6-K
2023-02-01
For: 2023-02-01
View Original
Added on
April 06, 2026
About this 6-K
Telefonica S A filed this 6-K on February 1, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February, 2023
Commission File Number: 001-09531
Telefónica, S.A.
(Translation of registrant's name into English)
Distrito Telefónica, Ronda de la Comunicación s/n,
28050 Madrid, Spain
+34 91-482 87 00
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F | X | Form 40-F | ||||||||||||
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes | No | X | ||||||||||||
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes | No | X | ||||||||||||
Telefónica, S.A.
TABLE OF CONTENTS
| Item | Sequential Page Number | |||||||
| 1. | Telefónica: Result of the Tender Offer | 2 | ||||||
TELEFÓNICA, S.A. (“Telefónica”), in compliance with the Securities Market legislation, hereby communicates the following
OTHER RELEVANT INFORMATION
Further to the communication made on 25 January 2023, Telefónica Europe B.V. (the "Issuer") announces the final results of the invitations to holders of its outstanding (i) EUR 1,250,000,000 Undated 5.7 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities (ISIN: XS1795406575; the "EUR Sep 2023 Notes"), and (ii) EUR 1,000,000,000 Undated 10 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities (ISIN XS1050461034; the "EUR March 2024 Notes") (each a "Series" and together the "Notes") irrevocably guaranteed by Telefónica, S.A. (the "Guarantor"), to tender such Notes for purchase by the Issuer for cash (each such invitation an "Offer" and together the "Offers").
The Offers were made on the terms and subject to the conditions contained in the tender offer memorandum dated 25 January 2023 (the "Tender Offer Memorandum") and are subject to the offer restrictions more fully described in the Tender Offer Memorandum. Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Tender Offer Memorandum.
The final results of the Offers are as follow:
| Description of Notes | First Call Date | Aggregate Principal Amount Outstanding | Purchase Price | Aggregate Principal Amount Tendered | Pro-ration factor (if any and subject to adjustments, as applicable) | Aggregate Principal Amount of Notes of each Series accepted for purchase | ||||||||||||||
EUR 1,250,000,000 Undated 5.7 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities (the "EUR Sep 2023 Notes") Current Coupon: 3.00 per cent. | 4 September 2023 | EUR 750,000,000 | EUR 99,500 per EUR 100,000 | EUR 537,200,000 | 75.915% | EUR 387,600,000 | ||||||||||||||
EUR 1,000,000,000 Undated 10 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities (the "EUR Mar 2024 Notes") Current Coupon: 5.875 per cent. | 31 March 2024 | EUR 1,000,000,000 | EUR 101,600 per EUR 100,000 | EUR 612,400,000 | N/A | EUR 612,400,000 | ||||||||||||||
The Offers remain subject to the conditions and restrictions set out in the Tender Offer Memorandum.
Whether the Issuer will purchase any Notes validly tendered in the Offers is subject, without limitation, to the satisfaction or waiver of the New Financing Condition. Subject to the satisfaction or waiver of the New Financing Condition, the expected Settlement Date is 3 February 2023.
All Notes repurchased pursuant to the Offers will be cancelled.
Madrid, 1 February 2023
Neither the Offers, the Tender Offer Memorandum nor this announcement constitute an offer of securities to the public under Regulation (EU) 2017/1129 of the European Parliament and of the Council or a tender offer in Spain under the restated text of the Spanish Securities Market Act approved by Royal Legislative Decree 4/2015, of 23 October and under Royal Decree 1066/2007, of 27 July, all of them as amended, and any regulation issued thereunder. Accordingly, neither the Tender Offer Memorandum nor this announcement has been and will not be submitted for approval nor approved by the Spanish Securities Market Regulator (Comisión Nacional del Mercado de Valores).
Not for distribution in or into or to any person located or resident in the United States, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands, any state of the United States and the District of Columbia) (the "United States") or to any U.S. person or into any other jurisdiction where it is unlawful to distribute this announcement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Telefónica, S.A. | |||||||||||||||||
| Date: | February 01, 2023 | By: | /s/ Pablo de Carvajal González | ||||||||||||||
| Name: | Pablo de Carvajal González | ||||||||||||||||
| Title: | Secretary to the Board of Directors | ||||||||||||||||